isin: jp3218900003 sedol: 6173694 jp...isin: jp3218900003 sedol: 6173694 jp may 26, 2020 to:...
TRANSCRIPT
1
Translation: Please note that the following purports to be an accurate and complete translation
of the original Japanese version prepared for the convenience of investors. However, in the
case of any discrepancy between the translation and the Japanese original, the latter shall
prevail.
TSE Code: 9697
ISIN: JP3218900003
SEDOL: 6173694 JP
May 26, 2020
To: Shareholders
Notice of Convocation of the 41st Ordinary General Meeting of Shareholders
We would like to hereby inform you that the 41st Ordinary General Meeting of
Shareholders of the Company will be held as described below.
We would like to express our deepest compassion for the people and regions suffering
from COVID-19. We extend our genuine condolences to those closest to the victims who lost
their lives, and sincerely wish the people under severe treatment for the disease an early
recovery.
As for exercising your voting rights to our proposals as described below, it is possible
to exercise your voting rights by either the methods stated below. To exercise voting rights,
please review the Reference Document Concerning the General Meeting of Shareholders below
and exercise your rights by 5:30 PM on June 16, 2020 (Tuesday), JST.
[In case of exercising voting rights by mail]
Please indicate on the Voting Right Exercise Form enclosed herewith your approval or
disapproval of each proposal listed thereon and return the form to the Company before the
deadline stated above.
[In case of exercising voting rights via the Internet]
Note: Voting via the Internet other than ICJ platform is only available for registered
shareholders in Japan with Japanese language only. The ICJ platform is an electronic voting
platform for institutional investors via ProxyEdge® system of Broadridge. For further details,
please consult with your custodian(s), nominee(s) and/or broker(s).
Exercising a voting right can only be made by accessing the website of Mitsubishi UFJ Trust
and Banking Corporation, the administrator of shareholders’ register
( https://evote.tr.mufg.jp/ ). Please use the log-in ID and temporary password which are
shown on the Voting Right Exercise Form. After logging in, please indicate your approval
or disapproval of each proposal by following the instructions on the display screen before the
deadline stated above.
Please see the Guidance for the Exercise of Voting Rights via the Internet attached below
(p.*-p.* note: intentionally omitted).
2
The Company has participated in the electronic voting right execution platform for
institutional investors operated by ICJ, Inc.
In case that a voting right is exercised both by the Voting Right Exercise Form and via the
Internet, only the vote registered via the Internet will be recognized as valid.
(Note)
Your vote is important. We will appreciate your participation in the Meeting through
providing instruction to your custodian(s), broker(s), nominee(s), voting agent(s) or other
authorized intermediaries to process your vote as soon as possible. We look forward to
receiving your vote.
Yours faithfully,
CAPCOM Co., Ltd.
1-3, Uchihirano-machi 3-chome,Chuo-ku,
Osaka, Japan
By: Haruhiro Tsujimoto
President and COO
Representative Director
3
Particulars
1. Date & Time: June17, 2020 (Wednesday) at 10:00 a.m.
(Reception is scheduled to open at 9:00 a.m.)
2. Place: Osaka Castle Hotel, 6F Hall
1-1, Tenmabashikyomachi Chuo-ku, Osaka
3. Agenda:
Matters to be reported:
1 Report on the Business Report, Consolidated Financial Statements and
Non-Consolidated Financial Statements for the 41st Fiscal Year (from April 1,
2019 to March 31, 2020); and
2 Report on the Results of Audit for Consolidated Financial Statements for the
41st Fiscal Year (from April 1, 2019 to March 31, 2020) by Accounting
Auditor and the Audit and Supervisory Committee.
Matters to be resolved:
First proposal: Proposed Appropriation of Retained Earnings
Second proposal: Election of Seven (7) Directors (excluding Directors who are
members of the Audit and Supervisory Committee)
Third proposal: Election of Three (3) Directors who are members of the Audit
and Supervisory Committee
Forth proposal: Election of One Director who is a substitute member of the
Audit and Supervisory Committee
4
◎ Countermeasure to secure safety in light of COVID-19
Your due consideration to exercise the voting right is sincerely requested to avoid infection
by physically attending to the Ordinary General Meeting of Shareholders as the case may be,
although every precautious measures and devices are to be provided with our utmost efforts
on the site of the Meeting by the Company.
When you actually decide to attend to the Meeting in person, please wear your own mask
and put some hand sanitizer on your hand and rub it in well before entering to the Meeting
site.
◎ Introduction of Hybrid Participation-Type General Meeting of Shareholders
We would like to introduce so-called the hybrid participation-type general meeting of
shareholders since this year in line with current regulatory guidance, although exercising
voting rights to our proposals remains unchanged as described in Notice of Convocation of
41st Ordinary General Meeting of Shareholders.
The shareholders will be able to virtually participate into the general meeting through video
streaming services while sending comments on the meeting (note: This service is only
available in Japanese language)
◎ When you attend the Meeting in person, please submit the Voting Right Exercise Form enclosed
herewith to the receptionist at the place of the Meeting.
◎ For saving natural resources, please take this notice of convocation with you to the Meeting.
5
Reference Document Concerning the General Meeting of Shareholders
Proposals and reference matters:
First proposal: Proposed Appropriation of Retained Earnings
The Company considers returning profits to the shareholders to be one of the most
important management issues. The Company, taking into account the future business
development and changes in operating circumstances, makes best efforts to pay stable and
continued dividends on the basis of fundamental policy under which consolidated payout ratio is
30%.
The Company, taking into account the policy set forth above, and with net income
attributable to owners of the parent having renewed a record high, proposes to distribute ¥25 per
share, as the year-end dividend for the fiscal year under review, an increase in ¥5 per share from
previous fiscal year end as follows:
1. Type of dividend property: Cash
2. Matters concerning the allotment of dividend property and the total amount paid to
shareholders:
¥25 per share of common stock of the Company; the total amount to be ¥2,668,765,350
Note: For interim dividend the Company paid ¥20 per share, thus the annual dividend for
the fiscal year under review is ¥45 per share and the consolidated payout ratio is 30.1%.
3. Date when dividends of retained earnings take effect: June 18, 2020(Thursday)
Note: A stock split took place as at April 1st, 2018, whereby one ordinary share was split
into two shares.
(¥-million) (%)
6
Second proposal: Election of Seven (7) Directors (excluding Directors who are members of the Audit and Supervisory Committee)
Mr. Kunio Neo, the Director of the Company resigned from his office as at March 31st,
2020. The term of office for the other seven (7) Directors (excluding Directors who are
members of the Audit and Supervisory Committee) shall expire at the closing of this Ordinary
General Meeting of Shareholders.
Therefore, the Company proposes to elect seven (7) Directors to stream management
efficiency.
For the purpose of selecting Candidates for Directors, the Nomination and Remuneration
Committee, the majority of which consists of Independent Directors and of which the Chairman
is an Independent External Director so as to enhance transparency and objectivity, was referred
to and the Board of Directors decided Candidates for Directors upon consideration of the
recommendation of the Nomination and Remuneration Committee.
Furthermore, it was reported that the Audit and Supervisory Committee expressed its
opinion that this proposal is appropriate upon deliberation.
Candidates for Directors are as follows:
Candidate
No. Name
Career position and assignment
in the Company
Term of
office as a
Director*
Attendance of
the Board of
Directors
meetings
Number of
positions at
other listed
companies
1 Kenzo Tsujimoto
Internal Re-election
Chairman and Representative Director
Chief Executive Officer (CEO) 37 years
9/10 times
(90%) -
2 Haruhiro Tsujimoto
Internal Re-election
Representative Director
President and Chief Operating Officer
(COO), in charge of Sales Operations
Business and Arcade Operations
Business
23 years 10/10 times
(100%) -
3 Yoichi Egawa
Internal Re-election
Director
Executive Corporate Officer, in charge
of Development Divisions and
Pachinko & Pachislo Business
Divisions
7 years 10/10 times
(100%) -
4 Kenkichi Nomura
Internal Re-election
Director
Executive Corporate Officer, Chief
Financial Officer (CFO) in charge of
Corporate Management, Planning and
Strategy Divisions
4 years 10/10 times
(100%) -
5
Masao Sato
External Re-election
Independent Director
Director 4 years 10/10 times
(100%) -
6
Toru Muranaka
External Re-election
Independent Director
Director 4 years 10/10 times
(100%) 2 companies
7
7
Yutaka Mizukoshi
External Re-election
Independent Director
Director 2 year 10/10 times
(100%) 2 companies
*The term of office as Director represents the period from assumption at the closing of this General
Meeting of Shareholders.
8
For your reference:
【Criteria of Independence of External Director】
The Company established judgment criteria of independence of External Director by which
the Company makes judgment that he/she should be independent External Director if he/she
does not fall under any of the following events:
(i) A business executer of the Company group (“the Company and its consolidated
subsidiaries” and the same applicable hereinafter) currently or in the past ten (10) years;
(ii) A main business partner or a business executer of such business partner (enterprise and
the like), “main” meaning that consolidated net sales or trading value between the
Company group and the business partner accounts for not less than one (1) % of the
Company group and the business partner (as the case may be) on an annual basis;
(iii) A person or enterprise having main business relationship with the Company group or a
business executer of such enterprise, “main” meaning that consolidated net sales or
trading value between the Company group and such enterprise accounts for not less than
one (1) % of the Company group and such enterprise (as the case may be) on an annual
basis;
(iv) The principle shareholders of the Company (holding not less than 10% of the total voting
rights) or a business executer of such shareholder or corporation of which the Company
group is principle shareholder;
(v) A business executer of organization or corporation to which the Company group donated,
financed or guaranteed in a large amount;
(vi) A business executer of corporation with which the Company group has cross directorship;
(vii) Lawyer, certified public accountant, consultant and the like who received ¥10 million or
more in cash or assets per annum (in case of corporation or association who receives such
assets, person belonging to such corporation or association that an amount involved in
transactions between the Company group accounts for not less than one (1) % of the
consolidated net sales or trading value of the Company group (as the case may be) on an
annual basis) and ¥10 million or more.
(viii) In case of (ii) to (vii) above, person falling under any of business year in the past five (5)
years; and
(ix) Spouse or relative within the second degree of kinship of the person falling under any of
(i) to (viii) above.
9
Candi
-date
No.
Name
(Date of birth, Term of office as
Director, Attendance of the Board
of Directors meetings, Number of
shares of the Company held)
Resume, position, responsibility, important concurrent office
of other organizations
1 Kenzo Tsujimoto
Internal Re-election
Date of birth: December
15, 1940
Term of office as Director: 37
years
(At the closing of this Ordinary
General Meeting of
Shareholders)
Attendance of the Board of Directors meetings: 9/10
times (90%)
Number of shares of the
Company held: 4,019,580
shares
July 1985: President and Representative Director of the
Company Apr. 1997: Head of The Association of Copyright for
Computer Software (Currently The General Incorporated Association of Copyright for Computer Software) (to present)
Apr. 2001: Chief Executive Officer (CEO) of the Company (to present)
July 2007: Chairman and Representative Director of the Company (to present)
Feb. 2010: Representative Director of Kenzo Estate Winery Japan Co., Ltd. (to present)
[Important concurrent office of other organizations] Representative Director of Kenzo Estate Winery Japan Co., Ltd. Head of The General Incorporated Association of Copyright for Computer Software
【Reasons for nomination】
Mr. Kenzo Tsujimoto has promoted the Company with his strong leadership as a top of
management, in addition to exceeded ability to grasp future development and abundant
experiences, by virtue of his power for swift determination and execution. His existence as a
charismatic founder of the Company is mental pole as well as centripetal force of the
Company’s officers, and employees.
Taking into consideration the results of the Company until today, the Company continues to ask
shareholders to elect him as Director since the Company could expect him to contribute to the
enhancement of the corporate value of the Company hereafter.
【Special Interests between the candidate and the Company】
He is concurrently the representative director of Kenzo Estate Winery Japan Co., Ltd., with which
the Company has a trading relationship including purchase of its products, etc.
10
Candi
-date
No.
Name
(Date of birth, Term of office as
Director, Attendance of the Board
of Directors meetings, Number of
shares of the Company held)
Resume, position, responsibility, important concurrent office
of other organizations
2 Haruhiro Tsujimoto
Internal Re-election
Date of birth: October 19, 1964
Term of office as Director: 23
years
(At the closing of this Ordinary
General Meeting of
Shareholders)
Attendance of the Board of Directors meetings: 10/10
times (100%)
Number of shares of the
Company held: 3,099,300
shares
Apr. 1987: Entered into the Company June 1997: Director of the Company Feb. 1999: Managing Director of the Company Apr. 2001: Senior Managing Director of the Company July 2004: Director and Executive Corporate Officer of the
Company Apr. 2006: Director and Executive Vice President of the
Company July 2007: President and Representative Director, Chief
Operating Officer (COO) of the Company (to present)
Aug. 2016: President and Representative Director, and Director in charge of Global Marketing Business and Arcade Operations Business of the Company
June 2018: President and Representative Director, and Director in charge of Arcade Operations Business of the Company
Apr. 2020: President and Representative Director, and Director in charge of Sales Operations Business and Arcade Operations Business of the Company (to present)
【Reasons for nomination】
Mr. Haruhiro Tsujimoto has, since assumption of the office of President, been engaged in deep
plowing of the existing business and diversifying business fields such as strengthening software
development, the core business of the Company, promoting one contents multi-use development
and eSports business. He contributed to strengthening steadily management base by agile
management suited for environment changes and steady management method.
The Company continues to ask shareholders to elect him as Director since the Company could
expect him to contribute to the development of the Company hereafter.
【Special Interests between the candidate and the Company】
There is no special interest relationship between Mr. Tsujimoto and the Company.
11
【Reasons for nomination】
Mr. Youichi Egawa has, since his entrance into the Company, been engaged in development,
manufacture, sales and operation of amusement facilities for many years so that he owns high
profession, abundant experiences and know-how. He is fully acquainted with a wide range of
knowledge and practice with respect to overall games and it is expected for him to contribute to
expansion of the Company’s overall business hereafter so that the Company asks shareholders
to continue to elect him as Director.
【Special interests between the candidate and the Company】
There is no special interested relationship between Mr. Egawa and the Company.
Candi
-date
No.
Name
(Date of birth, Term of office as
Director, Attendance of the Board
of Directors meetings, Number of
shares of the Company held)
Resume, position, responsibility, important concurrent
office of other organizations
3 Yoichi Egawa
Internal Re-election
Date of birth: November 15,
1963
Term of office as Director: 7
years
(At the closing of this Ordinary
General Meeting of
Shareholders)
Attendance of the Board of Directors meetings: 10/10 times
(100%)
Number of shares of the
Company held: 3,900 shares
Apr. 1985: Entered into the Company Apr. 1999: General Manager of Creative Division
5 of the Company Aug. 1999: Corporate Officer, General Manager of
Creative Division 5 of the Company Apr. 2011: Managing Corporate Officer of the
Company Apr. 2013: Executive Corporate Officer of the
Company (to present) June 2013: Director, in charge of Arcade Business and
Pachinko & Pachislo Business of the Company
July 2016: Director, in charge of Amusement Equipment Business, Arcade Operations Business and Consumer Games Development of the Company
Apr. 2019: Director, in charge of Consumer Games Development and Pachinko & Pachislo Business Divisions of the Company
Apr.2020: Director, in charge of Development Divisions and Pachinko & Pachislo Business Divisions of the Company (to present)
12
Candi
-date
No.
Name
(Date of birth, Term of office as
Director, Attendance of the Board
of Directors meetings, Number of
shares of the Company held)
Resume, position, responsibility, important concurrent office
of other organizations
4 Kenkichi Nomura
Internal Re-election
Date of birth: May 18, 1955
Term of office as Director: 4
years
(At the closing of this Ordinary
General Meeting of
Shareholders)
Attendance of the Board of Directors meetings: 10/10
times (100%)
Number of shares of the
Company held: 4,100 shares
Apr. 2009: Corporate Officer in charge of Internal Control
of the Company July 2010: Managing Corporate Officer in charge of
Financial and Accounting Division of the Company
Jun. 2015: Managing Corporate Officer in charge of Financial and Accounting Division and Secretarial Affairs, PR and IR Division of the Company
Apr. 2016: Executive Corporate Officer (to present) Head of Finance, Accounting and Public Relations Divisions
June 2016: Director, Chief Financial Officer (CFO) (to
present) and in charge of Corporate Management
of the Company
Apr. 2020: Director, in charge of Corporate Management,
Planning and Strategy Divisions of the Company
(to present)
【Reasons for nomination】
Mr. Kenkichi Nomura has expertise on a wide range of business fields including finance,
accounting, IR and public relations and the like so that Mr. Nomura oversees overall
management and duly discharges his duties. The Company asks shareholders to continue to
elect him as Director since he is expected to hereafter contribute to development of the
Company.
【Special Interests between the candidate and the Company】
There is no special interested relationship between Mr. Nomura and the Company.
13
Candi
-date
No.
Name
(Date of birth, Term of office as
Director, Attendance of the Board
of Directors meetings, Number of
shares of the Company held)
Resume, position, responsibility, important concurrent office
of other organizations
5 Masao Sato
External Re-election
Independent Director
Date of birth: Feb 25, 1951
Term of office as Director: 4
years
(At the closing of this Ordinary
General Meeting of
Shareholders)
Attendance of the Board of Directors meetings: 10/10
times (100%)
Number of shares of the
Company held: 700 shares
Apr. 1975: Entered into the National Police Agency Nov. 1995: Chief of Ehime Prefectural Police Headquarters Jan. 2001: Chief of Miyagi Prefectural Police Headquarters Aug. 2005: Chief of Chiba Prefectural Police Headquarters Jan. 2007: Director General of Kanto Regional Police
Bureau Mar. 2008: Resigned from the National Police Agency June 2008: External Corporate Auditor of the Chugoku
Electric Power Co., Inc. June 2016: External Director of the Company (to present) June 2017: Director, Public Interest Corporation, Furuoka
Scholarship Foundation (to present)
【Reasons for nomination】
Mr. Masao Sato has no direct management experiences for private companies other than acting
as an External Director or an External member of Corporate Auditors, but he had been engaged
in administration of the National Police Agency for many years so that he is acquainted with a
wide range of professional knowledges and abundant experiences on overall laws, and he makes
presentations from the standpoint of neutral and objective views.
Since it is expected that he will contribute to strengthen audit and supervision of the Board of
Directors from the viewpoint of risk management and securing legitimacy, the Company asks
shareholders to continue to elect him as External Director.
【Special interests between the candidate and the Company】
There is no special interested relationship between Mr. Sato and the Company.
【Independence】
The Company filed him to the Tokyo Stock Exchange, Inc., as an independent director so
defined therein. In the event that he is re-elected, the Company plans to continue filing him to
the Tokyo Stock Exchange, Inc., to be an independent director.
For Criteria of Independence of External Director, please refer to P.8
14
【Liability limit agreement】
The Company has entered into a liability limit agreement pursuant to Article 427, Paragraph 1
of the Companies Act, limiting compensation liability for damages provided for in Article 423,
Paragraph 1 of the Companies Act. The limit of compensation liability for damages under the
aforesaid agreement is the minimum amount provided for in the laws and ordinances. When he
is re-elected, the Company is scheduled to continue the subject liability limit agreement.
15
Candi
-date
No.
Name
(Date of birth, Term of office as
Director, Attendance of the Board
of Directors meetings, Number of
shares of the Company held)
Resume, position, responsibility, important concurrent office
of other organizations
6 Toru Muranaka
External Re-election
Independent Director
Date of birth: June 3, 1965
Term of office as Director: 4
years
(At the closing of this Ordinary
General Meeting of
Shareholders)
Attendance of the Board of Directors meetings: 10/10times
(100%)
Number of shares of the
Company held: 700 shares
Apr. 1995: Registered Lawyer (Osaka Bar Association)
Entered into Daiichi Law Office (Currently Daiichi Law Office, P.C.)
Dec. 2007: Partner of Daiichi Law Office, P.C. (to present) May 2014: External Corporate Auditor of Furuno Electric
Co., Ltd. (to present) Jun. 2015: External Corporate Auditor of Suzuken Co., Ltd.
(to present) June 2016: External Director of the Company (to present) [Important concurrent office of other organizations] Partner of Daiichi Law Office, P.C. External Corporate Auditor of Furuno Electric Co., Ltd. External Corporate Auditor of Suzuken Co., Ltd.
【Reasons for nomination】
Mr. Toru Muranaka has not participated in management of companies other than in the way as
an External Director or an External Corporate Auditor. He is a lawyer specialized in the field of
the Companies Act, Financial Instruments and Exchange Act and others, and in addition to
holding a high level of professional knowledge and wide ranging insight and expertise, he
makes suggestions and gives advice to the Company on legitimacy and appropriateness from a
professional viewpoint.
It is expected that he will contribute to strengthen audit and supervision of the Board of
Directors from the legal viewpoint. Accordingly, the Company asks shareholders to elect him as
External Director.
Furthermore, he is a member of Legal Professional Corporation (LPC) Daiichi Law Office, P.C.
with which the Company has entered into legal counsel agreement. Since the total amount
involved in transactions between the two parties on an annual basis accounts for less than one
(1) % of consolidated net sales of the Company and the P.C. and less than ¥10 million, the
Company made judgment that such agreement does not affect the independence of External
Director as he meets the criteria laid down by the Company.
【Special interests between the candidate and the Company】
There is no special interested relationship between Mr. Muranaka and the Company.
16
【Independence】
The Company filed him to the Tokyo Stock Exchange, Inc., as an independent director so
defined therein. In the event that he is re-elected, the Company plans to continue filing him to
the Tokyo Stock Exchange, Inc., to be an independent director.
For Criteria of Independence of External Director, please refer to P.8.
【Liability limit agreement】
The Company has entered into a liability limit agreement pursuant to Article 427, Paragraph 1
of the Companies Act, limiting compensation liability for damages provided for in Article 423,
Paragraph 1 of the Companies Act. The limit of compensation liability for damages under the
aforesaid agreement is the minimum amount provided for in the laws and ordinances. When he
is re-elected, the Company is scheduled to continue the subject liability limit agreement.
17
Candi
-date
No.
Name
(Date of birth, Term of office as
Director, Attendance of the Board
of Directors meetings, Number of
shares of the Company held)
Resume, position, responsibility, important concurrent office
of other organizations
7 Yutaka Mizukoshi
External Re-election
Independent Director
Date of birth: August 29, 1956
Term of office as Director: 2
years
(At the closing of this Ordinary
General Meeting of
Shareholders)
Attendance of the Board of Directors meetings: 10/10
times (100%)
Number of shares of the
Company held: 700 shares
Apr. 1980: Entered into Nippon Steel Corporation May 2004: Senior Vice President of The Boston Consulting
Group Jan. 2005: Japan Co-chair of The Boston Consulting Group Jan. 2016: Senior Partner and Managing Director of The
Boston Consulting Group June 2016: External Director of Lifenet Insurance Company
(to present) External Director of Asagami Corporation (to present)
Jan. 2018: Senior Advisor of The Boston Consulting Group, Tokyo (to present)
June 2018: External Director of the Company (to present) June 2019: Director, Japan Rugby Football Union (to
present) [Important concurrent office of other organizations] Senior Advisor of The Boston Consulting Group, Tokyo External Director of Lifenet Insurance Company External Director of Asagami Corporation
【Reasons for nomination】
In addition to possessing expertise in management analysis and the formulation of management
strategy, acquired through years of experience in, and insights from, the consultancy industry,
Mr. Yutaka Mizukoshi proactively provides opinions and proposals from an independent
standpoint, based on a high level of insight and a developed international sensibility.
Going forward, it is expected that he will contribute to stronger audit and supervision of the
Board of Directors from an outside viewpoint. Accordingly, the Company asks shareholders to
re-elect him as External Director.
【Special interests between the candidate and the Company】
There is no special interested relationship between Mr. Mizukoshi and the Company.
【Independence】
The Company filed him to the Tokyo Stock Exchange, Inc., as an independent director so
defined therein. In the event that he is re-elected, the Company plans to continue filing him to
the Tokyo Stock Exchange, Inc., to be an independent director.
For Criteria of Independence of External Director, please refer to P.8.
【Liability limit agreement】
The Company has entered into a liability limit agreement pursuant to Article 427, Paragraph 1
18
of the Companies Act, limiting compensation liability for damages provided for in Article 423,
Paragraph 1 of the Companies Act. The limit of compensation liability for damages under the
aforesaid agreement is the minimum amount provided for in the laws and ordinances. When he
is re-elected, the Company is scheduled to continue the subject liability limit agreement.
19
Third proposal: Election of Three (3) Directors who are members of the Audit and
Supervisory Committee
The term of office for all three (3) Directors who are members of the Audit and
Supervisory Committee shall expire at the closing of this Ordinary General Meeting of
Shareholders.
Therefore, the Company proposes to elect three (3) Directors who are members of the
Audit and Supervisory Committee.
For the purpose of selecting Candidates for Directors who are members of the Audit
and Supervisory Committee, the Nomination and Remuneration Committee, majority of which
consists of Independent Directors and of which the Chairman is an Independent External
Director so as to enhance transparency and objectivity, was referred to and the Board of
Directors decided Candidates for Directors upon consideration of the recommendation of the
Nomination and Remuneration Committee.
The Audit and Supervisory Committee has given consent to this proposal.
Candidates for Directors who are members of the Audit and Supervisory Committee
are as follows:
Candidate
No. Name
Career position and
assignment
in the Company
Term of
office as
a
Director1
Attendance
of the Board
of
Directors
meetings
Attendance
of the Audit
and
Supervisory
Committee
meeting
Number of
positions at
other listed
companies
1 Kazushi Hirao
Internal Re-election
Director (Full-time member
of the Audit and Supervisory
Committee)
4 years 9/10 times
(90%)
9/10 times
(90%) -
2
Yoshihiko Iwasaki
External Re-election
Independent Director
Director (Full-time member
of the Audit and Supervisory
Committee)
4 years 10/10 times
(100%)
10/10times
(100%) -
3
Makoto Matsuo
External Re-election
Independent Director
Director (Member of the
Audit and Supervisory
Committee)
13years 10/10 times
(100%)
10/10 times
(100%) 3 companies
Notes:
1. The term of office as Director represents the period from assumption at the closing of this General
Meeting of Shareholders.
2. Mr. Yoshihiko Iwasaki was an External Corporate Auditor for four (4) years before being elected as an
External Director who is a member of the Audit and Supervisory Committee.
20
3. Mr. Makoto Matsuo was an External Director for nine (9) years before being elected as an External
Director who is a member of the Audit and Supervisory Committee. He has been an External Director
who is a member of the Audit and Supervisory committee for four (4) years.
21
Candi
-date
No.
Name
(Date of birth, Term of office as
Director, Attendance of the Board
of Directors meetings,
Attendance of the Audit and
Supervisory Committee meeting,
Number of shares of
the Company held)
Resume, position, responsibility, important concurrent office
of other organizations
1 Kazushi Hirao
Internal Re-election
Date of birth: September 25,
1951
Term of office as Director: 4
years
(At the closing of this Ordinary
General Meeting of
Shareholders)
Attendance of the Board of Directors meetings: 9/10 times
(90%)
Attendance of the Audit and
Supervisory Committee
meeting: 9/10 times (90%)
Number of shares of the
Company held: 10,500 shares
June 1988: Entered into the Company Apr. 1997: General Manager of Overseas Business Dept. of
the Company July 1999: Corporate Officer, General Manager of Overseas
Business Dept. of the Company Oct. 2002: General Manager of General Affairs Dept. of the
Company Apr. 2004: Senior Manager of Investor Relations Section of
the Company June 2004: Corporate Auditor of the Company (full-time) June 2016: Director (Full-time member of the Audit and
Supervisory Committee) of the Company (to present)
【Reasons for nomination】
Mr. Kazushi Hirao has been enriched with international sense based on experience of
engagement in overseas affiliates for a long period as well as having affluent experiences on
treasury and accounting, and has audited the Company and domestic and overseas subsidiaries
of the Company from the global viewpoints.
As it is expected that he will hereafter contribute to strengthen audit and supervision of the
Board of Directors based on professional knowledges and experiences cultivated through
activities as Corporate Auditor and Director who is a member of the Audit and Supervisory
Committee. Accordingly the Company asks shareholders to re-elect him as a member of the
Audit and Supervisory Committee.
【Special Interests between the candidate and the Company】
There is no special interested relationship between Mr. Hirao and the Company.
22
【Liability Limit Agreement】
The Company has entered into a liability limit agreement pursuant to Article 427, Paragraph 1
of the Companies Act, limiting compensation liability for damages provided for in Article 423,
Paragraph 1 of the Companies Act. The limit of compensation liability for damages under the
aforesaid agreement is the minimum amount provided for in the laws and ordinances. When he
is re-elected, the Company is scheduled to continue the subject liability limit agreement.
23
Candi
-date
No.
Name
(Date of birth, Term of office as
Director, Attendance of the Board
of Directors meetings,
Attendance of the Audit and
Supervisory Committee meeting,
Number of shares of
the Company held)
Resume, position, responsibility, important concurrent office
of other organizations
2 Yoshihiko Iwasaki
External Re-election
Independent Director
Date of birth: May 19, 1952
Term of office as Director: 4
years
(At the closing of this Ordinary
General Meeting of
Shareholders)
Attendance of the Board of Directors meetings: 10/10
times (100%)
Attendance of the Audit and
Supervisory Committee
meeting: 10/10 times (100%)
Number of shares of the
Company held: 7,300 shares
Apr. 1979: Entered into National Tax Agency July 1986: District Director of Ijuin Tax Office July 1999: Deputy Commissioner (Large Enterprise
Examination and Criminal Investigation) of Hiroshima Regional Taxation Bureau
July 2007: Assistant Regional Commissioner (Management and Co-ordination) of Nagoya Regional Taxation Bureau
July 2009: Director-General of Kanazawa Regional Tax Tribunal
July 2010: Director-General of Sapporo Regional Tax Tribunal
July 2011: Vice President of National Tax College June 2012: External Corporate Auditor of the Company
(full-time) June 2016: External Director (Full-time member of the
Audit and Supervisory Committee) of the Company (to present)
【Reasons for nomination】
Though Mr. Yoshihiko Iwasaki has no direct management experiences for the private
companies other than acting as an External Director and External Corporate Auditor, he holds
knowledge on finance and accounting in addition to professional knowledge and abundant
experience on tax administration, he delivers advice and assistance from the viewpoint of
external officer to the extent of External Corporate Auditor’s duties.
In the light of tax matters, finance and accounting, as it is expected that he will contribute to
strengthen audit and supervision of the Board of Directors, the Company asks shareholders to
re-elect him as External Director who is a member of the Audit and Supervisory Committee.
【Special Interests between the candidate and the Company】
There is no special interested relationship between Mr. Iwasaki and the Company.
24
【Independence】
The Company filed him to the Tokyo Stock Exchange, Inc., as an independent director so
defined therein. In the event that he is re-elected, the Company plans to continue filing him to
the Tokyo Stock Exchange, Inc., to be an independent director.
For Criteria of Independence of External Director, please refer to P.8.
【Liability Limit Agreement】
The Company has entered into a liability limit agreement pursuant to Article 427, Paragraph 1
of the Companies Act, limiting compensation liability for damages provided for in Article 423,
Paragraph 1 of the Companies Act. The limit of compensation liability for damages under the
aforesaid agreement is the minimum amount provided for in the laws and ordinances. When he
is re-elected, the Company is scheduled to continue the subject liability limit agreement.
25
Candi
-date
No.
Name
(Date of birth, Term of office as
Director, Attendance of the Board
of Directors meetings,
Attendance of the Audit and
Supervisory Committee meeting,
Number of shares of
the Company held)
Resume, position, responsibility, important concurrent office
of other organizations
3 Makoto Matsuo
External Re-election
Independent Director
Date of birth: May 28, 1949
Term of office as Director: 13
years
(At the closing of this Ordinary
General Meeting of
Shareholders)
Attendance of the Board of Directors meetings: 10/10
times (100%)
Attendance of the Audit and
Supervisory Committee
meeting: 10/10 times (100%)
Number of shares of the
Company held: 8,900 shares
Apr. 1975: Admitted to Japanese Bar (The Dai-ichi Tokyo
Bar Association) Ozaki & Momo-o Aug. 1978: Weil, Gotshal & Manges in New York Mar. 1979: Admitted to New York Bar Apr. 1989: Partner of Momo-o, Matsuo & Namba (to
present) Apr. 1997: Lecturer of Nihon University, Faculty of Law:
International Transaction Law Apr. 2005: Lecturer of Hitotsubashi University Faculty and
Graduate School of Law: World Business Law June 2007: External Director of the Company Mar. 2014: External Corporate Auditor of Solasia Pharma
K.K. (to present) June 2016: External Director (Member of the Audit and
Supervisory Committee) of the Company (to present)
June 2018: Outside Statutory Auditor of Sumitomo Forestry Co., Ltd (to present)
Apr. 2020: Temporary Outside Audit & Supervisory Board Member of Taisho Pharmaceutical Holdings Co., Ltd. designated by Tokyo District Court (to present)
[Important concurrent office of other organizations] Partner of Momo-o, Matsuo & Namba External Corporate Auditor of Solasia Pharma K.K. Outside Statutory Auditor of Sumitomo Forestry Co., Ltd. Temporary Outside Audit & Supervisory Board Member of Taisho Pharmaceutical Holdings Co., Ltd.
【Reasons for nomination】
Although Mr. Makoto Matsuo has no direct management experiences for the private companies
other than acting as External Directors and/or External Corporate Auditors, he actively engages
in the legal community based on a high level of professional knowledges and a wide range of
insight and thought as a lawyer as well as is acquainted with the business world through
abundant experience accumulated by a lot of career as external officer of many number of listed
companies, he delivers guidance and advices from legal and other viewpoints at the Board of
Directors and the like.
Therefore, the Company asks shareholders to elect him as External Director who is a member of
the Audit and Supervisory Committee.
Furthermore, he is a partner lawyer of Momo-o, Matsuo & Namba with which the Company has
entered into legal counsel agreement. Since the total amount involved in transactions between
the two parties on an annual basis accounts for less than one (1) % of consolidated net sales of
26
the Company and less than ¥10 million, the Company made judgment that such agreement does
not affect the independence of External Director as he meets to the criteria laid down by the
Criteria of Independence of External Director.
【Special Interests between the candidate and the Company】
There is no special interested relationship between Mr. Matsuo and the Company.
【Independence】
The Company filed him to the Tokyo Stock Exchange, Inc., as an independent director so
defined therein. In the event that he is re-elected, the Company plans to continue filing him to
the Tokyo Stock Exchange, Inc., to be an independent director.
For Criteria of Independence of External Director, please refer to P.8.
【Liability Limit Agreement】
The Company has entered into a liability limit agreement pursuant to Article 427, Paragraph 1
of the Companies Act, limiting compensation liability for damages provided for in Article 423,
Paragraph 1 of the Companies Act. The limit of compensation liability for damages under the
aforesaid agreement is the minimum amount provided for in the laws and ordinances. When he
is re-elected, the Company is scheduled to continue the subject liability limit agreement.
27
(For your reference)
1. If 2nd and 3rd proposals are approved in their current form, five (5) directors out of ten (10)
shall be external directors in total.
All of the five external directors shall be filed to the Tokyo Stock Exchange as the
Independent Directors.
2. At the meetings of Board of Directors and/or Audit and Supervisory Committee after this
Ordinary General Meeting of Shareholders, following committee members shall be elected
and approved.
(1) Audit and Supervisory Committee
Makoto Matsuo (Chairman, Audit & Supervisory Committee member, External Director)
Kazushi Hirao (Full-time Audit & Supervisory Committee member, Internal Director)
Yoshihiko Iwasaki (Full-time Audit & Supervisory Committee member, External Director)
(2) Nomination and Remuneration Committee
Yoshihiko Iwasaki (Chairman, Full-time Audit & Supervisory Committee member, External
Director)
Kenkichi Nomura (Internal Director)
Yutaka Mizukoshi (External Director)
Kazushi Hirao (Full-time Audit & Supervisory Committee member, Internal Director)
Makoto Matsuo (Audit & Supervisory Committee member, External Director)
28
Fourth proposal: Election of One (1) Substitute Director who shall be a member of
the Audit and Supervisory Committee
At the 39th Ordinary General Meeting of Shareholders held on June 11th, 2018, Mr.
Hitoshi Kanamori was elected as a Substitute Director who shall be a member of the Audit and
Supervisory Committee and its effectiveness shall be expired before the commencement of this
Ordinary General Meeting of Shareholders.
Therefore, in preparation of the case in which the number of Directors who are Audit and
Supervisory Committee members falls below the number legally required, the Company asks
shareholders to elect one (1) substitute Director who shall be member of the Audit and
Supervisory Committee in advance.
For the purpose of selecting Candidate for Substitute Director who is member of the
Audit and Supervisory Committee, the Nomination and Remuneration Committee, majority of
which consists of Independent Directors and of which the Chairman is an Independent External
Director so as to enhance transparency and objectivity, was referred to and the Board of
Directors decided Candidate for Director upon consideration of the recommendation of the
Nomination and Remuneration Committee.
The Audit and Supervisory Committee has given consent to this proposal.
The following is candidate for substitute Director who shall be a member of the Audit
and Supervisory Committee:
29
Name
(Date of birth, Term of office as
Director, Attendance of the Board
of Directors meetings,
Attendance of the Audit and
Supervisory Committee meeting,
Number of shares of
the Company held)
Resume, position, responsibility, important concurrent office
of other organizations
Hitoshi Kanamori
Date of birth: August 1, 1954
Number of shares of the
Company held: 0 shares
Apr. 1984: Public Prosecutor of Tokyo District Public
Prosecutors Office Apr. 1985: Public Prosecutor of Yamagata District Public
Prosecutors Office Apr. 1988: Public Prosecutor of Niigata District Public
Prosecutors Office Apr. 1992: Registered Lawyer (Tokyo Bar Association) Feb. 1996: Director of the Board, Social Welfare
Corporation Musashinokai (to present) Apr. 2002: Trustee of the Association for International
Manpower Development of Medium and Small Enterprises, Japan (Currently International Manpower Development Organization, Japan)
June 2012: Substitute Corporate Auditor of the Company June 2016: Substitute Director who shall be a member of the
Audit and Supervisory Committee of the Company (to present)
Oct. 2018: Lawyer, Kanamori Law Office (to present) Mar. 2020: Representative Director, Chairman of the Board,
of International Manpower Development Organization, (full-time) (to present)
Apr. 2020: Director of the Board, Global Medical Exchange & Support Institution (to present)
[Important concurrent office of other organizations] Lawyer, Kanamori Law Office
Representative Director, Chairman of the Board, of
International Manpower Development Organization
【Reasons for nomination as a Candidate of External Substitute Director as a member of the
audit and supervisory committee】
Although Mr. Hitoshi Kanamori has no direct management experiences for the private
companies other than being external director and external corporate auditor, he holds
knowledges and abundant experiences as a lawyer. Since it is expected that he will contribute to
the enhancement of audit and supervision of the Board of Directors by virtue of adequate and
due guidance and advice as legal profession, the Company asks shareholders to elect him as
External Substitute Director as a member of the Audit and Supervisory Committee. He is
scheduled to be notified to Tokyo Stock Exchange, Inc. as an independent officer when
assigned for External Director who is a member of the Audit and Supervisory Committee.
【Special Interested Relationship between the candidate and the Company】
There is no special interested relationship between Mr. Kanamori and the Company.
Substitute External Director who is a
member of the Audit and
Supervisory Committee
30
【Liability Limit Agreement】
When his election is approved, pursuant to Article 427, Paragraph 1 of the Companies Act, the
Company is scheduled to enter into a liability limit agreement limiting compensation liability
provided for in Article 423, Paragraph 1 of the Companies Act with him.
Furthermore, the limited amount of compensation liability is the minimum liability limit
provided for in laws and ordinances.
-End-